Securities code: 688560 securities abbreviation: Crown Advanced Material Co.Ltd(688560) Crown Advanced Material Co.Ltd(688560) (registered address: No. 32 Jingfa Avenue, Yichun economic and Technological Development Zone, Yichun City, Jiangxi Province) plan for issuing A-Shares to specific objects in 2022 January 2002
Statement
1. The company and all members of the board of directors guarantee that the contents of this plan are true, accurate and complete, and confirm that there are no false records, misleading statements or major omissions.
2. This plan is prepared in accordance with the regulations and normative documents such as the measures for the administration of securities issuance and registration of listed companies on the science and Innovation Board (for Trial Implementation).
3. After the issuance of shares to specific objects, the company shall be responsible for the changes in the company’s operation and income. The investors shall be responsible for the investment risks arising from the issuance of shares to specific objects.
4. This plan is the explanation of the board of directors of the company on the issuance of shares to specific objects, and any statement contrary to it is untrue.
5. Investors should consult their own stockbrokers, lawyers, accountants or other professional advisers if they have any questions.
6. The matters mentioned in this plan do not represent the substantive judgment, confirmation, approval or approval of the examination and approval authority on matters related to the issuance of shares to specific objects. The effectiveness and completion of the matters related to the issuance of shares to specific objects described in this plan need to be deliberated and approved by the general meeting of shareholders of the company, reviewed and approved by Shanghai Stock Exchange and approved by the CSRC.
hot tip
1. The scheme of issuing A-Shares to specific objects has been deliberated and approved at the 22nd Meeting of the third board of directors held on January 25, 2022. It can be implemented only after it is deliberated and approved by the general meeting of shareholders of the company, reviewed and approved by Shanghai Stock Exchange and approved by the CSRC.
2. The objects of this issuance are no more than 35 (including 35) specific objects that meet the conditions specified by the CSRC, including securities investment fund management companies, securities companies, trust and investment companies, finance companies, asset management companies, insurance institutional investors, qualified overseas institutional investors, other domestic legal person investors, natural persons or other qualified investors. Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for more than two products under their management shall be regarded as one issuance object; If a trust and investment company is the issuing object, it can only subscribe with its own funds.
After the issuance application is approved by Shanghai Stock Exchange and the CSRC makes a decision on registration, the board of directors shall negotiate with the recommendation institution (lead underwriter) according to the inquiry results within the scope of authorization of the general meeting of shareholders and in accordance with the provisions of relevant laws, administrative regulations, departmental rules or normative documents.
All issuers subscribe for the shares issued this time in RMB cash at the same price.
3. The issuance of shares to specific objects adopts inquiry issuance. The issuance price of shares to specific objects is no less than 80% of the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date, and the pricing benchmark date is the first day of the issuance period. The calculation formula of the above average price is: the average price of stock transactions in the 20 trading days before the pricing benchmark date = the total amount of stock transactions in the 20 trading days before the pricing benchmark date / the total amount of stock transactions in the 20 trading days before the pricing benchmark date. During the period from the pricing base date of this issuance to the issuance date, if the company has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the issuance reserve price of this issuance will be adjusted accordingly. The adjustment method is as follows:
Cash dividend: P1 = p0-d
Share offering or conversion to share capital: P1 = P0 / (1 + n)
Cash distribution and share distribution or share capital conversion: P1 = (p0-d) / (1 + n)
Among them, P0 is the issuance reserve price before adjustment, D is the cash dividend distributed per share, n is the number of shares given or converted into share capital per share, and the issuance reserve price after adjustment is P1.
The final issue price will be determined by the board of directors or the person authorized by the board of directors of the company within the scope of authorization of the general meeting of shareholders, in the form of bidding and in accordance with the principle of price priority, in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities after the registration decision of the issue is made by the CSRC, But not lower than the above-mentioned issuance reserve price.
4. The number of shares issued this time shall not exceed 49226320 shares, and shall not exceed 30% of the total share capital of the company before this issuance. The final upper limit of the number of shares issued shall be subject to the upper limit of issuance approved and registered by the CSRC. The final issuance quantity shall be determined by the board of directors authorized by the general meeting of shareholders of the company through consultation with the sponsor (lead underwriter) of the issuance in accordance with the relevant provisions of laws, regulations and normative documents and the actual situation at the time of issuance after the issuance has been registered by the CSRC.
If the total share capital of the company changes due to dividend distribution, share distribution, conversion of capital reserve into share capital, addition or repurchase of restricted shares from the date of resolution of the board of directors to the date of issuance, the upper limit of the number of shares issued this time will be adjusted accordingly.
If the national laws, regulations and normative documents have new provisions on the number of shares issued this time or the decision of the CSRC to register requires adjustment, the number of shares issued this time will be adjusted accordingly.
5. The total amount of funds raised from the issuance of shares to specific objects does not exceed 2 million yuan (including this amount). The net amount of funds raised after deducting relevant issuance expenses is intended to be used in the following aspects:
Unit: 10000 yuan
No. project name total investment amount proposed to be invested in raised funds
1 mingguan lithium film company’s aluminum plastic film construction project with an annual output of 200 million square meters 136871.42 94000.00
2 mingguan lithium film company’s aluminum plastic film construction project with an annual output of 100 million square meters 64822.97 24000.00
3. Construction project of fluorine-free backplane with an annual output of 100 million square meters of Jiaming film company 55573.65 42000.00
4. Supplementary working capital 40000.00 40000.00
Total – 297268.04 200000.00
Before the funds raised from the issuance of shares to specific objects are in place, the company can invest in advance with self raised funds according to the actual progress of the projects to be invested by the raised funds, and replace them in accordance with the procedures specified in relevant laws and regulations after the raised funds are in place.
If the actual amount of raised funds (after deducting the issuance expenses) is less than the total amount of raised funds to be invested in the above projects, the board of directors or the person authorized by the board of directors of the company will, within the scope of the above-mentioned investment projects with raised funds, according to the actual conditions such as the progress of the investment projects with raised funds and the demand for funds, Adjust the priority of the investment of the raised funds and the specific investment amount of each project. The insufficient part of the raised funds shall be solved by the company with its own funds or self raised funds. 6. After the completion of this issuance, the shares of this issuance subscribed by the issuing object shall not be transferred within 6 months from the date of completion of the issuance. If laws and regulations have other provisions on the sales restriction period, such provisions shall prevail.
From the completion of this issuance to the expiration of the restriction on sale, the shares obtained by the issuing object from the shares issued by the company to specific objects due to the distribution of stock dividends and the conversion of capital reserves by the company shall also comply with the above restriction on sale arrangements. After the expiration of the aforesaid sales restriction period, the transfer and trading of such shares will be carried out in accordance with the laws and regulations in force at that time and the relevant provisions of the CSRC and Shanghai Stock Exchange.
7. The accumulated undistributed profits before the issuance of shares to specific objects will be shared by the new and old shareholders of the company after the issuance according to the proportion of shares after the issuance.
8. In accordance with the relevant requirements of the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022) (zjf announcement [2022] No. 3) issued by the CSRC, the company has further improved its profit distribution policy, See “section IV profit distribution policy and implementation of the company” in this plan for relevant information.
9. The validity period of this issuance resolution is 12 months, calculated from the date of deliberation and adoption by the general meeting of shareholders. If the company has obtained the decision of the CSRC to register the issuance within the validity period, the validity period will be automatically extended to the date of completion of the issuance.
10. For the detailed contents of the diluted immediate return analysis and measures to fill the return on the issuance of shares to specific objects, please refer to “section V diluted immediate return and measures to fill the return on the issuance of shares to specific objects”. The hypothetical analysis of the company’s earnings per share after the issuance in this plan does not constitute a commitment or guarantee for the company’s performance. The company’s formulation of measures to fill the return does not guarantee the company’s future profits. Investors should not make investment decisions based on this. If investors make investment decisions based on this, and cause losses, the company will not be liable for compensation. Investors should pay attention to investment risks. 11. The board of directors specially reminds investors to carefully read the relevant contents of “VI. description of risks related to this stock issuance” in “section III discussion and analysis of the board of directors on the impact of this issuance on the company” of this plan, and pay attention to investment risks.
catalogue
Declare that one
Special tips two
catalogue five
interpretation…… seven
1、 General terms seven
2、 Technical terms seven
Section 1 Summary of A-Shares issued to specific objects this time nine
1、 Basic information of the issuer nine
2、 Background and purpose of this issuance of shares to specific objects nine
3、 Overview of the release plan twelve
4、 Whether this issuance constitutes a connected transaction fifteen
5、 Does this issuance lead to changes in the company’s control sixteen
6、 The issuance plan has been approved by relevant competent authorities and the approval procedures to be submitted sixteen
Section II feasibility analysis of the board of directors on the use of the raised funds seventeen
1、 The application plan of the funds raised by issuing shares to specific objects seventeen
2、 Feasibility analysis of the project invested by the raised funds seventeen
3、 The impact of this issuance on the operation, management and financial status of the company twenty-seven
Section III discussion and analysis of the board of directors on the impact of this issuance on the company twenty-nine
1、 After this issuance, the company’s business and asset integration plan, the adjustment of the articles of association and the company’s shareholders
Changes in structure, senior management structure and business structure twenty-nine
2、 Changes in the company’s financial position, profitability and cash flow after the issuance thirty
3、 Business relationship, management relationship and relationship between the company and its controlling shareholders and their affiliates after the issuance
Changes in joint stock transactions and horizontal competition thirty-one
4、 After the issuance, whether the company’s funds and assets are occupied by the controlling shareholders and their affiliates
Or the listed company provides guarantees for the controlling shareholders and their affiliates thirty-one
5、 The impact of this issuance on the company’s liabilities thirty-one
6、 Description of risks related to this stock issuance thirty-two
Section IV profit distribution policy and implementation of the company thirty-seven
1、 The company’s profit distribution policy thirty-seven
2、 Profit distribution and use of undistributed profits of the company in the last three years thirty-nine
3、 Shareholder dividend return plan for the next three years (2022-2024) forty
Section V diluted immediate return and filling measures for the issuance of shares to specific objects forty-four
1、 The impact of diluting the immediate return on the company’s main financial indicators by issuing shares to specific objects.44
2、 Risk tips for diluting the immediate return by issuing shares to specific objects this time forty-seven
3、 The necessity and rationality of the funds raised in this offering forty-seven
4、 The relationship between the project invested by the raised funds and the company’s existing business, and the company is engaged in the project invested by the raised funds
Reserves in personnel, technology and market forty-seven
5、 Specific measures to be taken by the company to fill the diluted immediate return forty-nine
6、 Commitments of directors, senior managers, controlling shareholders and actual controllers of the company fifty
interpretation
1、 General terms
In this plan, unless the context otherwise requires, the following abbreviations or names have the following meanings: issuer, Crown Advanced Material Co.Ltd(688560) , company, the company, the company in the above-mentioned Crown Advanced Material Co.Ltd(688560) city and joint stock company
This issuance refers to the issuance of A-Shares to specific objects in Crown Advanced Material Co.Ltd(688560) 2022
This plan refers to the plan for issuing A-Shares to specific objects in Crown Advanced Material Co.Ltd(688560) 2022
CSRC refers to the China Securities Regulatory Commission
Shanghai Stock Exchange / stock exchange / stock exchange refers to Shanghai Stock Exchange
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The pricing base date refers to the first day of the issuance period
The articles of association refers to Crown Advanced Material Co.Ltd(688560) Materials Co., Ltd
